8-K

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                  SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

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                               Form 8-K
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                            CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

  Date of Report (Date of earliest event reported): September 12, 2005

                        GIANT INDUSTRIES, INC.
      (Exact name of registrant as specified in its charter)


         Delaware                 1-10398             86-0642718
(State of jurisdiction of    (Commission File)      (IRS Employer
      incorporation)              Number)         Identification No.


     23733 North Scottsdale Road
          Scottsdale, Arizona                         85255
(Address of principal executive offices)            (Zip Code)


           Registrant's telephone number, including area code
                            (480) 585-8888

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

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ITEM 7.01.  REGULATION FD DISCLOSURE

    On September 12, 2005, Giant Industries, Inc. ("Giant") issued a press
release announcing a public offering of its common stock. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(c)	Exhibits

99.1 Press Release, dated September 12, 2005.




                            SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



                        By: /s/ MARK B. COX
                           -------------------------------------------
                           Mark B. Cox
                           Executive Vice President and Chief
                           Financial Officer (Principal Financial Officer)

Date: September 13, 2005




                       INDEX TO EXHIBITS


Exhibit
Number        Description
- -------       ---------------------------------------------
 99.1         Press Release, dated as of September 12, 2005

EX-99

                                                       EXHIBIT 99.1
GIANT INDUSTRIES, INC.
NEWS RELEASE

Contact:  Mark B. Cox
          Executive Vice President, Treasurer,
          & Chief Financial Officer
          (480) 585-8888

FOR IMMEDIATE RELEASE

September 12, 2005

     GIANT INDUSTRIES, INC. ANNOUNCES COMMON STOCK OFFERING

Scottsdale, AZ - September 12, 2005 - Giant Industries, Inc.
(NYSE: GI) today announced that it has agreed to sell 1,000,000
shares of its common stock to Banc of America Securities LLC,
subject to customary closing conditions. All shares are being
offered by the Company. Banc of America Securities LLC will act
as sole underwriter for the offering. The Company, which recently
completed two acquisitions using cash on hand, intends to use the
net proceeds from this offering for general corporate purposes,
including to test and take other actions required to place its
newly acquired crude oil pipeline in service and for possible
future acquisitions.

The shares of common stock will be issued pursuant to an
effective shelf registration statement that was previously filed
with the Securities and Exchange Commission. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in
any state or other jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other
jurisdiction.

Copies of the prospectus supplement relating to these securities
may be obtained, when available, from Banc of America Securities
LLC, Attn: Prospectus Department, 100 West 33rd Street, New York,
New York 10001 or via e-mail at dg.prospectus_distribution@
bofasecurities.com.

Company Information and Forward Looking Statements

Giant Industries, Inc., headquartered in Scottsdale, Arizona, is
a refiner and marketer of petroleum products. Giant owns and
operates one Virginia and two New Mexico crude oil refineries, a
crude oil gathering pipeline system based in Farmington, New
Mexico, which services the New Mexico refineries, finished
products distribution terminals in Albuquerque, New Mexico and
Flagstaff, Arizona, a fleet of crude oil and finished product
truck transports, and a chain of retail service
station/convenience stores in New Mexico, Colorado, and Arizona.
Giant is also the parent company of Phoenix Fuel Co., Inc. and
Dial Oil Co., both of which are wholesale petroleum products
distributors.

This press release contains forward-looking statements that
involve known and unknown risks and uncertainties. Forward-
looking statements are identified by words or phrases such as
"believes," "expects," "anticipates," "estimates," "should,"
"could," "plans," "intends," "will," variations of such words and
phrases, and other similar expressions. While these forward-
looking statements are made in good faith, and reflect the
Company's current judgment regarding such matters, actual results
could vary materially from the forward-looking statements.
Important factors that could cause actual results to differ from
forward-looking statements include, but are not limited to our
success in completing the offering of common stock and other
risks detailed from time to time in the Company's filings with
the Securities and Exchange Commission. All subsequent written
and oral forward-looking statements attributable to the Company,
or persons acting on behalf of the Company, are expressly
qualified in their entirety by the foregoing. Forward-looking
statements made by the Company represent its judgment on the
dates such statements are made. The Company assumes no obligation
to update any forward-looking statements to reflect new or
changed events or circumstance.